UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x |
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2012
OR
| ¨ |
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition Period from to
Commission File Number 333-174175
NBCUniversal Media, LLC
(Exact name of registrant as specified in its charter)
| DELAWARE | 14-1682529 | |
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
|
30 Rockefeller Plaza, New York, NY |
10112-0015 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (212) 664-4444
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such period that the registrant was required to submit and post such files).
Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨ No x
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practical date: Not applicable
The Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.
This Quarterly Report on Form 10-Q is for the three and six months ended June 30, 2012. This Quarterly Report modifies and supersedes documents filed prior to this Quarterly Report. The Securities and Exchange Commission (SEC) allows us to incorporate by reference information that we file with it, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this Quarterly Report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report. Throughout this Quarterly Report, we refer to NBCUniversal Media, LLC and its consolidated subsidiaries as NBCUniversal, we, us and our; NBCUniversal, LLC as NBCUniversal Holdings; Comcast Corporation as Comcast and General Electric Company as GE.
You should carefully review the information contained in this Quarterly Report and particularly consider any risk factors set forth in this Quarterly Report and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify these so-called forward-looking statements by words such as may, will, should, expects, believes, estimates, potential, or continue, or the negative of those words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, you should specifically consider various factors, including the risks outlined below and in other reports we file with the SEC. Actual events or our actual results may differ materially from any of our forward-looking statements. We undertake no obligation to update any forward-looking statements.
Our businesses may be affected by, among other things, the following:
| |
our businesses currently face a wide range of competition, and our business and results of operations could be adversely affected if we do not compete effectively |
| |
changes in consumer behavior driven by new technologies may adversely affect our competitive position, businesses and results of operations |
| |
we are subject to regulation by federal, state, local and foreign authorities, which may impose additional costs and restrictions on our businesses |
| |
weak economic conditions may have a negative impact on our results of operations and financial condition |
| |
a decline in advertising expenditures or changes in advertising markets could negatively impact our results of operations |
| |
our success depends on consumer acceptance of our content, which is difficult to predict, and our results of operations may be adversely affected if our content fails to achieve sufficient consumer acceptance or our costs to acquire content increase |
| |
the loss of our programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses and results of operations |
| |
our businesses depend on using and protecting certain intellectual property rights and on not infringing the intellectual property rights of others |
| |
our businesses depend on keeping pace with technological developments |
| |
sales of DVDs have been declining |
| |
we rely on network and information systems and other technologies, as well as key properties, and a disruption, cyber attack, failure or destruction of such networks, systems, technologies or properties may disrupt our businesses |
| |
we may be unable to obtain necessary hardware, software and operational support |
| |
labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses |
| |
the loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses |
| |
we face risks relating to doing business internationally that could adversely affect our businesses |
| |
we are controlled by Comcast, and GE has certain approval rights |
| |
NBCUniversal Holdings may be required to purchase all or part of GEs interests in NBCUniversal Holdings and may cause us to make distributions or loans to it to fund these purchases |
| |
Comcast and GE may compete with us in certain cases and have the ability on their own to pursue opportunities that might be attractive to us |
PART I: FINANCIAL INFORMATION
Condensed Consolidated Balance Sheet
(Unaudited)
| Successor | ||||||||
| (in millions) | June 30, 2012 | December 31, 2011 | ||||||
|
Assets |
||||||||
|
Current Assets: |
||||||||
|
Cash and cash equivalents |
$ | 1,240 | $ | 808 | ||||
|
Investments |
2,006 | | ||||||
|
Receivables, net |
3,587 | 3,557 | ||||||
|
Programming rights |
1,049 | 987 | ||||||
|
Other current assets |
378 | 329 | ||||||
|
Total current assets |
8,260 | 5,681 | ||||||
|
Film and television costs |
5,079 | 5,227 | ||||||
|
Investments |
1,349 | 3,430 | ||||||
|
Noncurrent receivables, net |
970 | 1,008 | ||||||
|
Property and equipment, net of accumulated depreciation of $868 and $637 |
5,101 | 4,964 | ||||||
|
Goodwill |
14,794 | 14,657 | ||||||
|
Intangible assets, net of accumulated amortization of $2,840 and $2,462 |
15,384 | 15,695 | ||||||
|
Other noncurrent assets |
173 | 122 | ||||||
|
Total assets |
$ | 51,110 | $ | 50,784 | ||||
|
Liabilities and Equity |
||||||||
|
Current Liabilities: |
||||||||
|
Accounts payable and accrued expenses related to trade creditors |
$ | 2,067 | $ | 2,119 | ||||
|
Accrued participations and residuals |
1,300 | 1,255 | ||||||
|
Program obligations |
545 | 508 | ||||||
|
Deferred revenue |
972 | 728 | ||||||
|
Accrued expenses and other current liabilities |
1,296 | 1,447 | ||||||
|
Current portion of long-term debt |
8 | 554 | ||||||
|
Total current liabilities |
6,188 | 6,611 | ||||||
|
Long-term debt, less current portion |
9,686 | 9,614 | ||||||
|
Accrued participations, residuals and program obligations |
868 | 873 | ||||||
|
Deferred revenue |
370 | 381 | ||||||
|
Deferred income taxes |
163 | 110 | ||||||
|
Other noncurrent liabilities |
2,916 | 2,930 | ||||||
|
Commitments and contingencies |
||||||||
|
Redeemable noncontrolling interests |
131 | 184 | ||||||
|
Equity: |
||||||||
|
Members capital |
30,462 | 29,798 | ||||||
|
Accumulated other comprehensive income (loss) |
(95 | ) | (78 | ) | ||||
|
Total NBCUniversal members equity |
30,367 | 29,720 | ||||||
|
Noncontrolling interests |
421 | 361 | ||||||
|
Total equity |
30,788 | 30,081 | ||||||
|
Total liabilities and equity |
$ | 51,110 | $ | 50,784 | ||||
See accompanying notes to condensed consolidated financial statements.
1
Condensed Consolidated Statement of Income
(Unaudited)
| ` | Successor | |||||||
|
Three Months Ended
June 30 |
||||||||
| (in millions) | 2012 | 2011 | ||||||
|
Revenue |
$ | 5,504 | $ | 5,179 | ||||
|
Costs and Expenses: |
||||||||
|
Operating costs and expenses |
4,522 | 4,178 | ||||||
|
Depreciation |
131 | 71 | ||||||
|
Amortization |
189 | 183 | ||||||
| 4,842 | 4,432 | |||||||
|
Operating income |
662 | 747 | ||||||
|
Other Income (Expense): |
||||||||
|
Equity in net income of investees, net |
59 | 111 | ||||||
|
Interest expense |
(116 | ) | (97 | ) | ||||
|
Interest income |
5 | 4 | ||||||
|
Other income (expense), net |
(19 | ) | (27 | ) | ||||
| (71 | ) | (9 | ) | |||||
|
Income before income taxes |
591 | 738 | ||||||
|
Income tax (expense) benefit |
(42 | ) | (70 | ) | ||||
|
Net income (loss) |
549 | 668 | ||||||
|
Net (income) loss attributable to noncontrolling interests |
(36 | ) | (42 | ) | ||||
|
Net income (loss) attributable to NBCUniversal |
$ | 513 | $ | 626 | ||||
See accompanying notes to condensed consolidated financial statements.
2
Condensed Consolidated Statement of Income
(Unaudited)
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Revenue |
$ | 10,976 | $ | 8,090 | $ | 1,206 | ||||||||||
|
Costs and Expenses: |
||||||||||||||||
|
Operating costs and expenses |
9,181 | 6,697 | 1,171 | |||||||||||||
|
Depreciation |
261 | 118 | 19 | |||||||||||||
|
Amortization |
371 | 323 | 8 | |||||||||||||
| 9,813 | 7,138 | 1,198 | ||||||||||||||
|
Operating income |
1,163 | 952 | 8 | |||||||||||||
|
Other Income (Expense): |
||||||||||||||||
|
Equity in net income of investees, net |
132 | 147 | 25 | |||||||||||||
|
Interest expense |
(231 | ) | (164 | ) | (37 | ) | ||||||||||
|
Interest income |
11 | 7 | 4 | |||||||||||||
|
Other income (expense), net |
(27 | ) | (43 | ) | (29 | ) | ||||||||||
| (115 | ) | (53 | ) | (37 | ) | |||||||||||
|
Income (loss) before income taxes |
1,048 | 899 | (29 | ) | ||||||||||||
|
Income tax (expense) benefit |
(82 | ) | (93 | ) | 4 | |||||||||||
|
Net income (loss) |
966 | 806 | (25 | ) | ||||||||||||
|
Net (income) loss attributable to noncontrolling interests |
(68 | ) | (86 | ) | 2 | |||||||||||
|
Net income (loss) attributable to NBCUniversal |
$ | 898 | $ | 720 | $ | (23 | ) | |||||||||
See accompanying notes to condensed consolidated financial statements.
3
Condensed Consolidated Statement of Comprehensive Income
(Unaudited)
| Successor | ||||||||
|
Three Months Ended
June 30 |
||||||||
| (in millions) | 2012 | 2011 | ||||||
|
Net income (loss) |
$ | 549 | $ | 668 | ||||
|
Employee benefit obligations, net |
(6 | ) | (5 | ) | ||||
|
Currency translation adjustments, net |
(12 | ) | 3 | |||||
|
Other, net |
| (2 | ) | |||||
|
Comprehensive income (loss) |
531 | 664 | ||||||
|
Net (income) loss attributable to noncontrolling interests |
(36 | ) | (42 | ) | ||||
|
Comprehensive income (loss) attributable to
|
$ | 495 | $ | 622 | ||||
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Net income (loss) |
$ | 966 | $ | 806 | $ | (25 | ) | |||||||||
|
Employee benefit obligations, net |
(9 | ) | (5 | ) | 4 | |||||||||||
|
Currency translation adjustments, net |
(9 | ) | 6 | 1 | ||||||||||||
|
Other, net |
1 | (2 | ) | (2 | ) | |||||||||||
|
Comprehensive income (loss) |
949 | 805 | (22 | ) | ||||||||||||
|
Net (income) loss attributable to noncontrolling interests |
(68 | ) | (86 | ) | 2 | |||||||||||
|
Comprehensive income (loss) attributable to NBCUniversal |
$ | 881 | $ | 719 | $ | (20 | ) | |||||||||
See accompanying notes to condensed consolidated financial statements.
4
Condensed Consolidated Statement of Cash Flows
(Unaudited)
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Net cash provided by (used in) operating activities |
$ | 1,730 | $ | 1,020 | $ | (629 | ) | |||||||||
|
Investing Activities |
||||||||||||||||
|
Capital expenditures |
(267 | ) | (130 | ) | (16 | ) | ||||||||||
|
Cash paid for intangible assets |
(38 | ) | (35 | ) | | |||||||||||
|
Proceeds from sale of businesses and investments |
| 86 | 331 | |||||||||||||
|
Purchases of investments |
(51 | ) | (6 | ) | | |||||||||||
|
Other |
2 | 2 | | |||||||||||||
|
Net cash provided by (used in) investing activities |
(354 | ) | (83 | ) | 315 | |||||||||||
|
Financing Activities |
||||||||||||||||
|
Proceeds from (repayments of) short-term borrowings, net |
(550 | ) | | | ||||||||||||
|
Repurchases and repayments of debt |
(2 | ) | (2 | ) | | |||||||||||
|
(Increase) decrease in short-term loans to GE, net |
| | 8,072 | |||||||||||||
|
Dividends paid |
| (78 | ) | (8,041 | ) | |||||||||||
|
Distributions to member |
(243 | ) | (151 | ) | | |||||||||||
|
Repurchase of preferred stock interest |
| | (332 | ) | ||||||||||||
|
Contributions from noncontrolling interests |
5 | 2 | 1 | |||||||||||||
|
Distributions to noncontrolling interests |
(113 | ) | (95 | ) | | |||||||||||
|
Purchases of noncontrolling interests |
(41 | ) | | | ||||||||||||
|
Net cash provided by (used in) financing activities |
(944 | ) | (324 | ) | (300 | ) | ||||||||||
|
Increase (decrease) in cash and cash equivalents |
432 | 613 | (614 | ) | ||||||||||||
|
Cash and cash equivalents, beginning of period |
808 | 508 | 1,084 | |||||||||||||
|
Cash and cash equivalents, end of period |
$ | 1,240 | $ | 1,121 | $ | 470 | ||||||||||
See accompanying notes to condensed consolidated financial statements.
5
Condensed Consolidated Statement of Changes in Equity
(Unaudited)
| Predecessor (in millions) |
Common
Stock |
Additional
Paid- In Capital |
Retained
Earnings |
Accumulated
Other
|
Noncontrolling
Interests |
Total
Equity |
||||||||||||||||||
|
Balance, January 1, 2011 |
$ | | $ | 23,592 | $ | 320 | $ | (13 | ) | $ | (82 | ) | $ | 23,817 | ||||||||||
|
Compensation plans |
48 | 48 | ||||||||||||||||||||||
|
Dividends declared |
(7,846 | ) | (297 | ) | (8,143 | ) | ||||||||||||||||||
|
Other |
(331 | ) | 2 | (329 | ) | |||||||||||||||||||
|
Other comprehensive income (loss) |
3 | 3 | ||||||||||||||||||||||
|
Net income (loss) |
(23 | ) | (2 | ) | (25 | ) | ||||||||||||||||||
|
Balance, January 28, 2011 |
$ | | $ | 15,463 | $ | | $ | (10 | ) | $ | (82 | ) | $ | 15,371 | ||||||||||
| Successor (in millions) |
Members
Capital |
Accumulated
Other
|
Noncontrolling
Interests |
Total
Equity |
||||||||||||
|
Members equity, remeasured at January 28, 2011 |
$ | 24,089 | $ | | $ | 262 | $ | 24,351 | ||||||||
|
Contribution of Comcast Content Business |
4,344 | 57 | 4,401 | |||||||||||||
|
Total members equity at January 28, 2011 |
28,433 | 319 | 28,752 | |||||||||||||
|
Compensation plans |
13 | 13 | ||||||||||||||
|
Dividends declared |
(151 | ) | (151 | ) | ||||||||||||
|
Contributions from (distributions to) noncontrolling interests, net |
(93 | ) | (93 | ) | ||||||||||||
|
Other |
(181 | ) | 1 | (180 | ) | |||||||||||
|
Other comprehensive income (loss) |
(1 | ) | (1 | ) | ||||||||||||
|
Net income (loss) |
720 | 78 | 798 | |||||||||||||
|
Balance, June 30, 2011 |
$ | 28,834 | $ | (1 | ) | $ | 305 | $ | 29,138 | |||||||
|
Balance, January 1, 2012 |
$ | 29,798 | $ | (78 | ) | $ | 361 | $ | 30,081 | |||||||
|
Compensation plans |
4 | 4 | ||||||||||||||
|
Dividends declared |
(243 | ) | (243 | ) | ||||||||||||
|
Contributions from (distributions to) noncontrolling interests, net |
(93 | ) | (93 | ) | ||||||||||||
|
Other |
5 | 94 | 99 | |||||||||||||
|
Other comprehensive income (loss) |
(17 | ) | (17 | ) | ||||||||||||
|
Net income (loss) |
898 | 59 | 957 | |||||||||||||
|
Balance, June 30, 2012 |
$ | 30,462 | $ | (95 | ) | $ | 421 | $ | 30,788 | |||||||
|
See accompanying notes to condensed consolidated financial statements. |
||||||||||||||||
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Condensed Consolidated Financial Statements
Basis of Presentation
We have prepared these unaudited condensed consolidated financial statements based on Securities and Exchange Commission (SEC) rules that permit reduced disclosure for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our consolidated results of operations, financial condition and cash flows for the periods shown, including normal, recurring accruals and other items. The consolidated results of operations for the interim periods presented are not necessarily indicative of results for the full year.
The year-end condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles in the United States (GAAP). For a more complete discussion of our accounting policies and certain other information, refer to our consolidated financial statements included in our 2011 Annual Report on Form 10-K.
On January 28, 2011, Comcast closed its transaction with GE (the Joint Venture transaction) in which it acquired control of the businesses of NBC Universal, Inc. (our Predecessor) and on July 1, 2011, we closed the Universal Orlando transaction in which we acquired the remaining 50% equity interest in Universal City Development Partners, Ltd. (Universal Orlando) that we did not already own. The results of operations of the businesses contributed by Comcast to NBCUniversal (the Comcast Content Business) and the results of operations of Universal Orlando have been consolidated with our results following their respective transaction dates. For a more complete discussion of the Joint Venture and Universal Orlando transactions, refer to our consolidated financial statements included in our 2011 Annual Report on Form 10-K.
As a result of the change in control of our company on January 28, 2011, Comcast has applied the acquisition method of accounting with respect to the assets and liabilities of the NBCUniversal businesses it acquired (the NBCUniversal contributed businesses), which have been remeasured to fair value as of the date of the Joint Venture transaction. Our condensed consolidated financial statements for periods following the close of the Joint Venture transaction are labeled Successor and reflect both Comcasts basis of accounting in the new fair values of the assets and liabilities of the NBCUniversal contributed businesses and the consolidation of the Comcast Content Business at historical cost. All periods prior to the closing of the Joint Venture transaction reflect the historical accounting basis in our assets and liabilities and are labeled Predecessor. Our condensed consolidated financial statements and footnotes include a black line division, which appears between the columns titled Predecessor and Successor, which signifies that the amounts shown for the periods prior to and following the Joint Venture transaction are not comparable.
Reclassifications have been made to the condensed consolidated financial statements for the prior year to conform to classifications used in the current period.
Note 2: Related Party Transactions
In the ordinary course of our business, we enter into transactions with Comcast and GE. We generate revenue from Comcast primarily from the distribution of our cable network programming and, to a lesser extent, the sale of advertising and our owned programming, and we incur expenses primarily related to various support services provided by Comcast to us. We generate revenue from transactions with GE and its affiliates primarily from the sale of advertising and incur expenses primarily related to leased assets and our monetization program held with GE and its affiliates. In addition, we are required to make distributions to NBCUniversal Holdings on a quarterly basis to enable its indirect owners (Comcast and GE) to meet their obligations to pay taxes on taxable income generated by our businesses.
During the six months ended June 30, 2012, NBCUniversal made tax distributions to NBCUniversal Holdings of $243 million, of which $124 million was attributable to Comcast and $119 million was attributable to GE. During
7
the period January 29, 2011 through June 30, 2011, NBCUniversal made tax distributions to NBCUniversal Holdings of $151 million, of which $77 million was attributable to Comcast and $74 million was attributable to GE.
We also provide management services to, and receive license fees from, certain of our equity method investees.
The following tables present the related party transactions included in our condensed consolidated financial statements.
Condensed Consolidated Balance Sheet
| Successor | ||||||||
| (in millions) | June 30, 2012 | December 31, 2011 | ||||||
|
Transactions with Comcast and Affiliates |
||||||||
|
Receivables, net |
$ | 203 | $ | 201 | ||||
|
Accounts payable and accrued expenses related to trade creditors |
$ | 31 | $ | 35 | ||||
|
Accrued expenses and other current liabilities |
$ | 36 | $ | 10 | ||||
|
Transactions with GE and Affiliates |
||||||||
|
Receivables, net |
$ | 12 | $ | 19 | ||||
|
Accounts payable and accrued expenses related to trade creditors |
$ | 22 | $ | 70 | ||||
|
Accrued expenses and other current liabilities |
$ | 1 | $ | 11 | ||||
|
Current portion of long-term debt |
$ | 5 | $ | | ||||
|
Long-term debt, less current portion |
$ | 80 | $ | | ||||
|
Transactions with Other Related Parties |
||||||||
|
Receivables, net |
$ | 59 | $ | 54 | ||||
|
Accrued expenses and other current liabilities |
$ | 3 | $ | 4 | ||||
Condensed Consolidated Statement of Income
| Successor | ||||||||
| Three Months Ended June 30 | ||||||||
| (in millions) | 2012 | 2011 | ||||||
|
Transactions with Comcast and Affiliates |
||||||||
|
Revenue |
$ | 302 | $ | 288 | ||||
|
Operating costs and expenses |
$ | (30 | ) | $ | (16 | ) | ||
|
Transactions with GE and Affiliates |
||||||||
|
Revenue |
$ | 22 | $ | 23 | ||||
|
Operating costs and expenses |
$ | (19 | ) | $ | (17 | ) | ||
|
Other income (expense) |
$ | | $ | (8 | ) | |||
|
Transactions with Other Related Parties |
||||||||
|
Revenue |
$ | 52 | $ | 51 | ||||
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Transactions with Comcast and Affiliates |
||||||||||||||||
|
Revenue |
$ | 648 | $ | 483 | N/A | |||||||||||
|
Operating costs and expenses |
$ | (100 | ) | $ | (32 | ) | N/A | |||||||||
|
Transactions with GE and Affiliates |
||||||||||||||||
|
Revenue |
$ | 73 | $ | 38 | $ | 4 | ||||||||||
|
Operating costs and expenses |
$ | (44 | ) | $ | (30 | ) | $ | (50 | ) | |||||||
|
Other income (expense) |
$ | (1 | ) | $ | (16 | ) | $ | (1 | ) | |||||||
|
Transactions with Other Related Parties |
||||||||||||||||
|
Revenue |
$ | 95 | $ | 81 | $ | 22 | ||||||||||
8
Note 3: Film and Television Costs
| Successor | ||||||||
| (in millions) | June 30, 2012 | December 31, 2011 | ||||||
|
Film Costs: |
||||||||
|
Released, less amortization |
$ | 1,649 | $ | 1,428 | ||||
|
Completed, not released |
131 | 148 | ||||||
|
In production and in development |
1,053 | 1,374 | ||||||
| 2,833 | 2,950 | |||||||
|
Television Costs: |
||||||||
|
Released, less amortization |
1,025 | 1,002 | ||||||
|
In production and in development |
183 | 201 | ||||||
| 1,208 | 1,203 | |||||||
|
Programming rights, less amortization |
2,087 | 2,061 | ||||||
| 6,128 | 6,214 | |||||||
|
Less: Current portion of programming rights |
1,049 | 987 | ||||||
|
Film and television costs |
$ | 5,079 | $ | 5,227 | ||||
Note 4: Investments
| Successor | ||||||||
| (in millions) | June 30, 2012 | December 31, 2011 | ||||||
|
Available-for-sale securities |
$ | 21 | $ | 21 | ||||
|
Equity Method: |
||||||||
|
A&E Television Networks |
2,006 | 2,021 | ||||||
|
The Weather Channel |
465 | 463 | ||||||
|
MSNBC.com |
176 | 174 | ||||||
|
Other |
517 | 583 | ||||||
| 3,164 | 3,241 | |||||||
|
Cost method |
170 | 168 | ||||||
|
Total investments |
3,355 | 3,430 | ||||||
|
Less: Current investments |
2,006 | | ||||||
|
Noncurrent investments |
$ | 1,349 | $ | 3,430 | ||||
On March 26, 2012, we exercised an option that required A&E Television Networks LLC (A&E Television Networks) to redeem a substantial portion of our equity interest in A&E Television Networks. On July 9, 2012, we entered into a redemption agreement with A&E Television Networks whereby A&E Television Networks agreed to redeem our entire 15.8% equity interest for $3 billion. The redemption price will be paid solely in cash, although in certain limited circumstances, it would be paid in cash and in the form of a senior note issued by A&E Television Networks. Under the terms of the redemption agreement, we are no longer required to provide a last dollar guarantee of indebtedness that A&E Television Networks may incur to finance the purchase of our equity interest. As of June 30, 2012, we have classified our equity interest as a current investment in our condensed consolidated balance sheet. We expect the transaction to close during the second half of 2012, and we expect to recognize a pretax gain on the sale of our equity interest of approximately $1 billion when the transaction closes.
On July 13, 2012, we acquired the remaining 50% equity interest in MSNBC Interactive News, LLC and other related entities (MSNBC.com) that we did not already own. MSNBC.com is now a wholly owned consolidated subsidiary of ours and its results of operations will be reported in our Cable Networks segment following the date of acquisition.
9
Note 5: Goodwill
| Successor (in millions) |
Cable
Networks |
Broadcast
Television |
Filmed
Entertainment |
Theme
Parks |
Total | |||||||||||||||
|
Balance, December 31, 2011 |
$ | 12,744 | $ | 772 | $ | 1 | $ | 1,140 | $ | 14,657 | ||||||||||
|
Acquisitions |
219 | | | | 219 | |||||||||||||||
|
Adjustments |
(11 | ) | (10 | ) | | (61 | ) | (82 | ) | |||||||||||
|
Balance, June 30, 2012 |
$ | 12,952 | $ | 762 | $ | 1 | $ | 1,079 | $ | 14,794 | ||||||||||
The change in goodwill in our Cable Networks segment primarily relates to the acquisition in May 2012 of a controlling interest in a previously held equity method investment based in Brazil, which we now consolidate. The preliminary allocation of purchase price, including the change in goodwill, is not yet final and is subject to change. We will finalize the amounts recognized as we obtain the information necessary to complete the analysis, but no later than May 2013.
Note 6: Long-Term Debt
As of June 30, 2012, our debt had an estimated fair value of $10.8 billion. The estimated fair value of our publicly traded debt is based on quoted market values for the debt. To estimate the fair value of debt for which there are no quoted market prices, we use interest rates available to us for debt with similar terms and remaining maturities.
Commercial Paper Program
During the six months ended June 30, 2012, our net repayments of commercial paper were $550 million.
Note 7: Derivative Financial Instruments
We use derivative financial instruments to manage our exposure to the risks associated with fluctuations in foreign exchange rates and interest rates.
We manage our exposure to fluctuations in foreign exchange rates by using foreign exchange contracts such as forward contracts and currency options, and we manage our exposure to fluctuations in interest rates primarily by using interest rate exchange agreements (swaps).
We manage the credit risks associated with our derivative financial instruments through diversification and the evaluation and monitoring of the creditworthiness of the counterparties. Although we may be exposed to losses in the event of nonperformance by the counterparties, we do not expect such losses, if any, to be significant.
During the three and six months ended June 30, 2012, there were no significant changes in the composition of any of our derivative financial instruments or their classification in our condensed consolidated balance sheet. In addition, the impact of our derivative financial instruments on our condensed consolidated financial statements was not material for the three and six months ended June 30, 2012 or any of the prior year periods presented.
See Note 8 for additional information on the fair value of our derivative financial instruments as of June 30, 2012 and December 31, 2011.
Note 8: Fair Value Measurements
The accounting guidance related to financial assets and financial liabilities (financial instruments) establishes a hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach). Level 1 consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market. Level 2 consists of financial instruments that are valued using models or other valuation methodologies. These models use inputs that are observable either directly or indirectly. Level 3 consists of financial instruments whose values are determined using pricing models that use significant inputs that are primarily unobservable, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Our financial instruments that are accounted for at fair value on a recurring basis are presented in the table below.
10
Recurring Fair Value Measures
| Fair Value as of | ||||||||||||||||||||
| June 30, 2012 | December 31, 2011 | |||||||||||||||||||
| Successor (in millions) | Level 1 | Level 2 | Level 3 | Total | Total | |||||||||||||||
|
Assets |
||||||||||||||||||||
|
Interest rate swap agreements |
$ | | $ | 32 | $ | | $ | 32 | $ | 30 | ||||||||||
|
Available-for-sale securities |
| | 21 | 21 | 21 | |||||||||||||||
|
Foreign exchange contracts |
| 14 | | 14 | 10 | |||||||||||||||
|
Total |
$ | | $ | 46 | $ | 21 | $ | 67 | $ | 61 | ||||||||||
|
Liabilities |
||||||||||||||||||||
|
Contractual obligations |
$ | | $ | | $ | 984 | $ | 984 | $ | 1,004 | ||||||||||
|
Foreign exchange contracts |
| 8 | | 8 | 8 | |||||||||||||||
|
Total |
$ | | $ | 8 | $ | 984 | $ | 992 | $ | 1,012 | ||||||||||
The fair values of the contractual obligations in the table above are primarily based on certain expected future discounted cash flows, the determination of which involves the use of significant unobservable inputs. The most significant unobservable input we use is our estimate of the future revenue we expect to generate from certain of our entities. The discount rates used in the measurements of fair value were between 11% and 13% and are based on the underlying risk associated with our estimate of future revenue, as well as the terms of the respective contracts. Fair value adjustments to these liabilities are recorded in other income (expense), net in our condensed consolidated statement of income.
Changes in Contractual Obligations
| Successor (in millions) | ||||
|
Balance, December 31, 2011 |
$ | 1,004 | ||
|
Acquisition accounting adjustments |
(20 | ) | ||
|
Fair value adjustments |
41 | |||
|
Payments |
(41 | ) | ||
|
Balance, June 30, 2012 |
$ | 984 | ||
Note 9: Noncontrolling Interests
Certain of the subsidiaries that we consolidate are not wholly owned. Some of the agreements with the minority partners of these subsidiaries contain redemption features whereby interests held by the minority partners are redeemable either (i) at the option of the holder or (ii) upon the occurrence of an event that is not solely within our control. If interests were to be redeemed under these agreements, we would generally be required to purchase the interest at fair value on the date of redemption. These interests are presented on the balance sheet outside of equity under the caption Redeemable noncontrolling interests. Noncontrolling interests that do not contain such redemption features are presented in equity.
The table below presents the changes in equity resulting from net income (loss) attributable to NBCUniversal and transfers to or from noncontrolling interests.
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Net income (loss) attributable to NBCUniversal |
$ | 898 | $ | 720 | $ | (23 | ) | |||||||||
|
Transfers from (to) noncontrolling interests: |
||||||||||||||||
|
Increase in NBCUniversal members capital resulting from the purchases of noncontrolling equity interest |
4 | | | |||||||||||||
|
Changes in members equity from net income (loss) attributable to NBCUniversal and transfers from (to) noncontrolling interests |
$ | 902 | $ | 720 | $ | (23 | ) | |||||||||
11
Redeemable Noncontrolling Interests
| Successor | ||||||||
| Three Months Ended June 30 | ||||||||
| (in millions) | 2012 | 2011 | ||||||
|
Beginning balance |
$ | 135 | $ | 142 | ||||
|
Distributions |
(5 | ) | | |||||
|
Net income attributable to noncontrolling interest |
1 | 2 | ||||||
|
Ending Balance |
$ | 131 | $ | 144 | ||||
| Successor | ||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
||||||
|
Beginning balance |
$ | 184 | $ | 136 | ||||
|
Distributions |
(15 | ) | | |||||
|
Purchases |
(47 | ) | | |||||
|
Net income attributable to noncontrolling interest |
9 | 8 | ||||||
|
Ending Balance |
$ | 131 | $ | 144 | ||||
Note 10: Pension Plans and Postretirement Benefits
The tables below present the components of net periodic benefit expense related to our pension plans and postretirement benefit plans that we established following the close of the Joint Venture transaction.
| Successor | ||||||||||||||||
|
Three Months Ended
June 30, 2012 |
Three Months Ended
June 30, 2011 |
|||||||||||||||
| (in millions) |
Pension Benefits |
Postretirement Benefits |
Pension Benefits |
Postretirement Benefits |
||||||||||||
|
Service cost |
$ | 31 | $ | 2 | $ | 27 | $ | 2 | ||||||||
|
Interest cost |
5 | 2 | 3 | 2 | ||||||||||||
|
Other |
(1 | ) | | | | |||||||||||
|
Total benefits expense |
$ | 35 | $ | 4 | $ | 30 | $ | 4 | ||||||||
| Successor | ||||||||||||||||
|
Six Months Ended
June 30, 2012 |
For the Period January
29, 2011 to June 30, 2011 |
|||||||||||||||
| (in millions) |
Pension Benefits |
Postretirement Benefits |
Pension Benefits |
Postretirement Benefits |
||||||||||||
|
Service cost |
$ | 63 | $ | 4 | $ | 45 | $ | 3 | ||||||||
|
Interest cost |
9 | 4 | 6 | 4 | ||||||||||||
|
Other |
(2 | ) | | | | |||||||||||
|
Total benefits expense |
$ | 70 | $ | 8 | $ | 51 | $ | 7 | ||||||||
In April 2012, we provided initial funding to our qualified defined benefit plan of $76 million. The expected return on the plan assets is 5%.
Note 11: Share-Based Compensation
Certain of our employees receive awards of stock options and restricted share units (RSUs) under Comcast equity plans and participate in employee stock purchase plans. The expense associated with participation in these plans, including the expense associated with awards to former Comcast employees who had nonvested equity awards as of the closing date, is settled in cash with Comcast. In addition, while the majority of GE granted stock options and RSUs vested in conjunction with the Joint Venture transaction, some of our employees continue to vest in GE equity plans.
12
Recognized Share-Based Compensation Expense Comcast and GE Equity Awards
| Successor | ||||||||||
| Three Months Ended June 30 | ||||||||||
| (in millions) | 2012 | 2011 | ||||||||
|
Comcast equity awards |
||||||||||
|
Stock options |
$ | 4 | $ | 3 | ||||||
|
Restricted share units |
9 | 5 | ||||||||
|
Employee stock purchase plan |
1 | | ||||||||
| 14 | 8 | |||||||||
|
GE equity awards |
||||||||||
|
Stock options |
$ | | $ | | ||||||
|
Restricted share units |
1 | 5 | ||||||||
| 1 | 5 | |||||||||
|
Total |
$ | 15 | $ | 13 | ||||||
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Comcast equity awards |
||||||||||||||||
|
Stock options |
$ | 8 | $ | 4 | $ | | ||||||||||
|
Restricted share units |
15 | 8 | | |||||||||||||
|
Employee stock purchase plan |
2 | | | |||||||||||||
| 25 | 12 | | ||||||||||||||
|
GE equity awards |
||||||||||||||||
|
Stock options |
$ | 1 | $ | 1 | $ | 32 | ||||||||||
|
Restricted share units |
3 | 12 | (1 | ) | ||||||||||||
| 4 | 13 | 31 | ||||||||||||||
|
Total |
$ | 29 | $ | 25 | $ | 31 | ||||||||||
Note 12: Supplemental Financial Information
Receivables
| Successor | ||||||||
| (in millions) | June 30, 2012 | December 31, 2011 | ||||||
|
Receivables, gross |
$ | 3,888 | $ | 4,019 | ||||
|
Less: Allowance for returns and customer incentives |
259 | 425 | ||||||
|
Less: Allowance for doubtful accounts |
42 | 37 | ||||||
|
Receivables, net |
$ | 3,587 | $ | 3,557 | ||||
Accumulated Other Comprehensive Income (Loss)
| Successor | ||||||||
| (in millions) | June 30, 2012 | June 30, 2011 | ||||||
|
Unrealized gains (losses) on derivative financial instruments |
$ | 1 | $ | (2 | ) | |||
|
Unrecognized gains (losses) on employee benefit obligations |
(72 | ) | (5 | ) | ||||
|
Cumulative translation adjustments |
(24 | ) | 6 | |||||
|
Accumulated other comprehensive income (loss), net of deferred taxes |
$ | (95 | ) | $ | (1 | ) | ||
13
Operating Costs and Expenses
| Successor | ||||||||||
|
Three Months
Ended June 30 |
||||||||||
| (in millions) | 2012 | 2011 | ||||||||
|
Programming and production |
$ | 2,736 | $ | 2,649 | ||||||
|
Advertising, marketing and promotion |
648 | 513 | ||||||||
|
Other |
1,138 | 1,016 | ||||||||
|
Operating costs and expenses (excluding depreciation
|
$ | 4,522 | $ | 4,178 | ||||||
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Programming and production |
$ | 5,686 | $ | 4,075 | $ | 711 | ||||||||||
|
Advertising, marketing and promotion |
1,247 | 904 | 153 | |||||||||||||
|
Other |
2,248 | 1,718 | 307 | |||||||||||||
|
Operating costs and expenses (excluding depreciation and amortization) |
$ | 9,181 | $ | 6,697 | $ | 1,171 | ||||||||||
Net Cash Provided by Operating Activities
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Net income (loss) |
$ | 966 | $ | 806 | $ | (25 | ) | |||||||||
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||||||||||
|
Depreciation and amortization |
632 | 441 | 27 | |||||||||||||
|
Amortization of film and television costs |
4,132 | 2,868 | 549 | |||||||||||||
|
Noncash compensation expense |
4 | 13 | 48 | |||||||||||||
|
Equity in net income of investees, net |
(132 | ) | (147 | ) | (25 | ) | ||||||||||
|
Cash received from investees |
140 | 163 | | |||||||||||||
|
Net (gain) loss on investment activity and other |
(14 | ) | 15 | 27 | ||||||||||||
|
Deferred income taxes |
15 | 12 | (473 | ) | ||||||||||||
|
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: |
||||||||||||||||
|
Change in receivables, net |
(7 | ) | 187 | (675 | ) | |||||||||||
|
Change in film and television costs |
(4,046 | ) | (3,206 | ) | (590 | ) | ||||||||||
|
Change in accounts payable and accrued expenses related to trade creditors |
(136 | ) | (92 | ) | 399 | |||||||||||
|
Change in accrued participations and residuals, program obligations and deferred revenue |
323 | 64 | 127 | |||||||||||||
|
Change in other operating assets and liabilities |
(147 | ) | (104 | ) | (18 | ) | ||||||||||
|
Net cash provided by (used in) operating activities |
$ | 1,730 | $ | 1,020 | $ | (629 | ) | |||||||||
Cash Payments for Interest and Income Taxes
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011
|
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Interest |
$ | 230 | $ | 207 | $ | 1 | ||||||||||
|
Income taxes |
$ | 84 | $ | 76 | $ | 493 | ||||||||||
14
Other Cash Flow Information
| As of January 28, 2011 (in millions) | ||||
|
Cash and cash equivalents at end of Predecessor period |
$ | 470 | ||
|
Comcast Content Business contributed cash balances |
38 | |||
|
Cash and cash equivalents at beginning of Successor period |
$ | 508 | ||
Noncash Investing and Financing Activities
During six months ended June 30, 2012, we:
| |
acquired a controlling interest in a previously held equity method investment based in Brazil, which we now consolidate in our Cable Networks segment; see Note 5 for additional information |
| |
entered into a capital lease transaction that resulted in an increase in property and equipment and debt of $85 million |
Unaudited Actual and Pro Forma Information
The following unaudited pro forma information has been presented as if both the Joint Venture transaction and the Universal Orlando transaction occurred on January 1, 2010. This information is based on historical results of operations, adjusted for the allocation of purchase price and other acquisition accounting adjustments, and is not necessarily indicative of what our results would have been had we operated the businesses since January 1, 2010. No pro forma adjustments have been made for our incremental transaction-related expenses.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
| Actual | Pro Forma | Actual | Pro Forma | |||||||||||||
| (in millions) | 2012 | 2011 | 2012 | 2011 | ||||||||||||
|
Revenue |
$ | 5,504 | $ | 5,547 | $ | 10,976 | $ | 10,186 | ||||||||
|
Net income (loss) |
$ | 549 | $ | 738 | $ | 966 | $ | 862 | ||||||||
|
Net income (loss) attributable to NBCUniversal |
$ | 513 | $ | 695 | $ | 898 | $ | 767 | ||||||||
Note 13: Receivables Monetization
We monetize certain of our accounts receivable under programs with a syndicate of banks. We transfer, at fair value, a significant portion of our accounts receivable that are to be monetized to NBCU Receivables Funding LLC (Funding LLC), a wholly owned subsidiary of ours. The operating activities of Funding LLC are restricted to the transfer and sale of the monetized receivables to a third party syndicate of banks. Due to these restrictions, Funding LLC is considered a variable interest entity, which we consolidate because we are the primary beneficiary. The assets and liabilities of this entity primarily represent the receivables and cash receipts that are not yet remitted to the programs as of the balance sheet date.
We account for receivables monetized through these programs as sales in accordance with the appropriate accounting guidance. We receive deferred consideration from the assets sold in the form of a receivable, which is funded by residual cash flows after the senior interests have been fully paid. The deferred consideration is recorded in receivables, net at its initial fair value, which reflects the net cash flows we expect to receive related to these interests. The accounts receivable we sold that underlie the deferred consideration are generally short-term in nature and, therefore, the fair value of the deferred consideration approximated its carrying value as of June 30, 2012.
We are responsible for servicing the receivables and remitting collections to the purchasers under the monetization programs. We perform this service for a fee that is equal to the prevailing market rate for such services. As a result, no servicing asset or liability has been recorded in our condensed consolidated balance sheet as of June 30, 2012. The servicing fees are a component of net (loss) gain on sale, which is presented in the table below.
15
Effect on Income from Receivables Monetization and Cash Flows on Transfers
| Successor | ||||||||||
| Three Months Ended June 30 | ||||||||||
| (in millions) | 2012 | 2011 | ||||||||
|
Interest (expense) |
$ | (3 | ) | $ | | |||||
|
Net (loss) gain on sale (a) |
$ | | $ | (9 | ) | |||||
|
Net cash proceeds (payments) on transfers (b) |
$ | (133 | ) | $ | 50 | |||||
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Interest (expense) |
$ | (6 | ) | $ | | $ | | |||||||||
|
Net (loss) gain on sale (a) |
$ | (1 | ) | $ | (17 | ) | $ | 1 | ||||||||
|
Net cash proceeds (payments) on transfers (b) |
$ | (223 | ) | $ | (374 | ) | $ | (177 | ) | |||||||
| (a) |
Net (loss) gain on sale is included in other income (expense), net in our condensed consolidated statement of income. |
| (b) |
Net cash proceeds (payments) on transfers are included within net cash provided by operating activities in our condensed consolidated statement of cash flows. |
Receivables Monetized and Deferred Consideration
| Successor | ||||||||
| (in millions) | June 30, 2012 | December 31, 2011 | ||||||
|
Monetized receivables sold |
$ | 808 | $ | 961 | ||||
|
Deferred consideration |
$ | 265 | $ | 268 | ||||
In addition to the amounts presented above, we had $712 million and $781 million payable to our monetization programs as of June 30, 2012 and December 31, 2011, respectively. These amounts represent cash receipts that have not yet been remitted to the monetization programs as of the balance sheet date and are recorded to accounts payable and accrued expenses related to trade creditors.
Note 14: Financial Data by Business Segment
We present our operations in four reportable business segments:
| |
Cable Networks : Consists primarily of our national cable television networks, our regional sports and news networks, our international cable networks, our cable television production studio, and our related digital media properties. |
| |
Broadcast Television : Consists primarily of the NBC and Telemundo broadcast networks, our NBC and Telemundo owned local television stations, our broadcast television production operations, and our related digital media properties. |
| |
Filmed Entertainment : Consists of the operations of Universal Pictures, which produces, acquires, markets and distributes filmed entertainment and stage plays worldwide. |
| |
Theme Parks : Consists primarily of our Universal theme parks in Orlando and Hollywood. |
16
In evaluating the profitability of our operating segments, the components of net income (loss) below operating income (loss) before depreciation and amortization are not separately evaluated by our management. Our financial data by business segment is presented in the tables below.
| Successor | ||||||||
| Three Months Ended June 30 | ||||||||
| (in millions) | 2012 | 2011 | ||||||
|
Revenue |
||||||||
|
Cable Networks (a) |
$ | 2,252 | $ | 2,173 | ||||
|
Broadcast Television |
1,540 | 1,695 | ||||||
|
Filmed Entertainment |
1,231 | 1,254 | ||||||
|
Theme Parks (b) |
539 | 521 | ||||||
|
Total segment revenue |
5,562 | 5,643 | ||||||
|
Headquarters and Other |
11 | 14 | ||||||
|
Eliminations (d) |
(69 | ) | (478 | ) | ||||
|
Total revenue (e) |
$ | 5,504 | $ | 5,179 | ||||
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Revenue |
||||||||||||||||
|
Cable Networks (a) |
$ | 4,390 | $ | 3,573 | $ | 389 | ||||||||||
|
Broadcast Television |
3,391 | 2,583 | 464 | |||||||||||||
|
Filmed Entertainment |
2,423 | 1,876 | 353 | |||||||||||||
|
Theme Parks (b) |
951 | 796 | 115 | |||||||||||||
|
Total segment revenue |
11,155 | 8,828 | 1,321 | |||||||||||||
|
Headquarters and Other |
23 | 25 | 5 | |||||||||||||
|
Eliminations (d) |
(202 | ) | (763 | ) | (120 | ) | ||||||||||
|
Total revenue (e) |
$ | 10,976 | $ | 8,090 | $ | 1,206 | ||||||||||
| Successor | ||||||||
| Three Months Ended June 30 | ||||||||
| (in millions) | 2012 | 2011 | ||||||
|
Operating Income (Loss) Before Depreciation and Amortization |
||||||||
|
Cable Networks (a) |
$ | 788 | $ | 846 | ||||
|
Broadcast Television |
196 | 190 | ||||||
|
Filmed Entertainment |
(83 | ) | 27 | |||||
|
Theme Parks (b) |
235 | 225 | ||||||
|
Headquarters and Other (c) |
(155 | ) | (129 | ) | ||||
|
Eliminations (d) |
1 | (158 | ) | |||||
|
Total operating income (loss) before depreciation and amortization (f) |
982 | 1,001 | ||||||
|
Depreciation |
131 | 71 | ||||||
|
Amortization |
189 | 183 | ||||||
|
Total operating income |
$ | 662 | $ | 747 | ||||
17
| Successor | Predecessor | |||||||||||||||
| (in millions) |
Six Months Ended
June 30, 2012 |
For the Period
January 29, 2011 to June 30, 2011 |
For the Period
January 1, 2011 to January 28, 2011 |
|||||||||||||
|
Operating Income (Loss) Before Depreciation and Amortization |
||||||||||||||||
|
Cable Networks (a) |
$ | 1,593 | $ | 1,445 | $ | 143 | ||||||||||
|
Broadcast Television |
186 | 225 | (16 | ) | ||||||||||||
|
Filmed Entertainment |
(77 | ) | (116 | ) | 1 | |||||||||||
|
Theme Parks (b) |
392 | 322 | 37 | |||||||||||||
|
Headquarters and Other (c) |
(301 | ) | (249 | ) | (99 | ) | ||||||||||
|
Eliminations (d) |
2 | (234 | ) | (31 | ) | |||||||||||
|
Total operating income (loss) before depreciation and amortization (f) |
1,795 | 1,393 | 35 | |||||||||||||
|
Depreciation |
261 | 118 | 19 | |||||||||||||
|
Amortization |
371 | 323 | 8 | |||||||||||||
|
Total operating income |
$ | 1,163 | $ | 952 | $ | 8 | ||||||||||
| (a) |
For the three and six months ended June 30, 2012 and the period January 29 through June 30, 2011, our Cable Networks segment included the results of operations of the Comcast Content Business. |
| (b) |
For the periods January 1, 2011 through January 28, 2011 and January 29, 2011 through June 30, 2011, our Theme Parks segment included the results of operations for Universal Orlando to reflect our measure of operating performance for our Theme Parks segment. |
| (c) |
Headquarters and Other includes operating costs and expenses associated with corporate overhead, employee benefits and corporate initiatives. |
| (d) |
Eliminations for the periods January 1, 2011 through January 28, 2011 and January 29, 2011 through June 30, 2011 included the elimination of the results of operations for Universal Orlando for these periods. These results were not included in our consolidated results of operations because we recorded Universal Orlando as an equity method investment during those periods. |
Also included in Eliminations are transactions that our segments enter into with one another, which consisted primarily of the licensing of film and television content from our Filmed Entertainment and Broadcast Television segments to our Cable Networks segment.
| (e) |
No single customer accounted for a significant amount of revenue in any period. |
| (f) |
We use operating income (loss) before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses from the sale of assets, if any, as the measure of profit or loss for our operating segments. This measure eliminates the significant level of noncash amortization expense that results from intangible assets recognized in connection with the Joint Venture transaction and other business combinations. Additionally, it is unaffected by our capital structure or investment activities. We use this measure to evaluate our consolidated operating performance and the operating performance of our operating segments and to allocate resources and capital to our operating segments. It is also a significant performance measure in our annual incentive compensation programs. We believe that this measure is useful to investors because it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered a substitute for operating income (loss), net income (loss) attributable to NBCUniversal, net cash provided by operating activities, or other measures of performance or liquidity we have reported in accordance with GAAP. |
Note 15: Condensed Consolidating Financial Information
In October 2011, NBCUniversal Media, LLC fully and unconditionally guaranteed Universal Orlandos senior and senior subordinated notes in exchange for amendments that conform the notes covenants and events of default to those contained in our $9.1 billion of outstanding public debt securities. The guarantee includes the payment of principal, premium, if any, and interest. NBCUniversal Media, LLC is referred to as Parent in the tables presented below.
Universal Orlandos senior and senior subordinated notes were co-issued by Universal City Development Partners, Ltd. and UCDP Finance (collectively, the Issuers) and continue also to be fully and unconditionally guaranteed by Universal City Travel Partners and Universal Orlando Online Merchandise Store (collectively, the Guarantor Subsidiaries).
Our condensed consolidating financial information is presented in the tables below and includes the operating results of the Universal Orlando entities from July 1, 2011, the date we acquired the remaining 50% equity interest in Universal Orlando that we did not already own.
18
Condensed Consolidating Balance Sheet
June 30, 2012
| Successor (in millions) | Parent | Issuers |
Guarantor
Subsidiaries |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated NBCUniversal |
||||||||||||||||||
|
Assets |
||||||||||||||||||||||||
|
Cash and cash equivalents |
$ | 642 | $ | 131 | $ | 38 | $ | 429 | $ | | $ | 1,240 | ||||||||||||
|
Investments |
| | | 2,006 | | 2,006 | ||||||||||||||||||
|
Receivables, net |
15 | 36 | 1 | 3,535 | | 3,587 | ||||||||||||||||||
|
Other current assets |
40 | 83 | 2 | 1,311 | (9 | ) | 1,427 | |||||||||||||||||
|
Total current assets |
697 | 250 | 41 | 7,281 | (9 | ) | 8,260 | |||||||||||||||||
|
Film and television costs |
| | | 5,079 | | 5,079 | ||||||||||||||||||
|
Investments |
508 | 11 | | 830 | | 1,349 | ||||||||||||||||||
|
Noncurrent receivables, net |
87 | | | 883 | | 970 | ||||||||||||||||||
|
Investments in and amounts due from subsidiaries eliminated upon consolidation |
39,377 | 13 | | | (39,390 | ) | | |||||||||||||||||
|
Property and equipment, net |
85 | 1,651 | | 3,365 | | 5,101 | ||||||||||||||||||
|
Goodwill |
| | | 14,794 | | 14,794 | ||||||||||||||||||
|
Intangible assets, net |
| 388 | | 14,996 | | 15,384 | ||||||||||||||||||
|
Other noncurrent assets |
55 | 33 | | 85 | | 173 | ||||||||||||||||||
|
Total assets |
$ | 40,809 | $ | 2,346 | $ | 41 | $ | 47,313 | $ | (39,399 | ) | $ | 51,110 | |||||||||||
|
Liabilities and Equity |
||||||||||||||||||||||||
|
Accounts payable and accrued expenses related to trade creditors |
$ | | $ | 139 | $ | 16 | $ | 1,921 | $ | (9 | ) | $ | 2,067 | |||||||||||
|
Accrued participations and residuals |
| | | 1,300 | | 1,300 | ||||||||||||||||||
|
Accrued expenses and other current liabilities |
251 | 80 | 16 | 2,466 | | 2,813 | ||||||||||||||||||
|
Current portion of long-term debt |
5 | 1 | | 2 | | 8 | ||||||||||||||||||
|
Total current liabilities |
256 | 220 | 32 | 5,689 | (9 | ) | 6,188 | |||||||||||||||||
|
Long-term debt, less current portion |
9,222 | 794 | | 60 | (390 | ) | 9,686 | |||||||||||||||||
|
Accrued participations, residuals and program obligations |
| | | 868 | | 868 | ||||||||||||||||||
|
Other noncurrent liabilities |
964 | 266 | | 2,219 | | 3,449 | ||||||||||||||||||
|
Redeemable noncontrolling interests |
| | | 131 | | 131 | ||||||||||||||||||
|
Equity: |
||||||||||||||||||||||||
|
Total NBCUniversal members equity |
30,367 | 1,066 | 9 | 37,925 | (39,000 | ) | 30,367 | |||||||||||||||||
|
Noncontrolling interests |
| | | 421 | | 421 | ||||||||||||||||||
|
Total equity |
30,367 | 1,066 | 9 | 38,346 | (39,000 | ) | 30,788 | |||||||||||||||||
|
Total liabilities and equity |
$ | 40,809 | $ | 2,346 | $ | 41 | $ | 47,313 | $ | (39,399 | ) | $ | 51,110 | |||||||||||
19
Condensed Consolidating Balance Sheet
December 31, 2011
| Successor (in millions) | Parent | Issuers |
Guarantor
Subsidiaries |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated NBCUniversal |
||||||||||||||||||
|
Assets |
||||||||||||||||||||||||
|
Cash and cash equivalents |
$ | 238 | $ | 33 | $ | 24 | $ | 513 | $ | | $ | 808 | ||||||||||||
|
Receivables, net |
21 | | | 3,536 | | 3,557 | ||||||||||||||||||
|
Other current assets |
20 | 103 | 2 | 1,200 | (9 | ) | 1,316 | |||||||||||||||||
|
Total current assets |
279 | 136 | 26 | 5,249 | (9 | ) | 5,681 | |||||||||||||||||
|
Film and television costs |
| | | 5,227 | | 5,227 | ||||||||||||||||||
|
Investments |
505 | 11 | | 2,914 | | 3,430 | ||||||||||||||||||
|
Noncurrent receivables, net |
98 | | | 910 | | 1,008 | ||||||||||||||||||
|
Investments in and amounts due from subsidiaries eliminated upon consolidation |
39,744 | 11 | | | (39,755 | ) | | |||||||||||||||||
|
Property and equipment, net |
| 1,644 | | 3,320 | | 4,964 | ||||||||||||||||||
|
Goodwill |
| | | 14,657 | | 14,657 | ||||||||||||||||||
|
Intangible assets, net |
| 392 | | 15,303 | | 15,695 | ||||||||||||||||||
|
Other noncurrent assets |
41 | 31 | | 50 | | 122 | ||||||||||||||||||
|
Total assets |
$ | 40,667 | $ | 2,225 | $ | 26 | $ | 47,630 | $ | (39,764 | ) | $ | 50,784 | |||||||||||
|
Liabilities and Equity |
||||||||||||||||||||||||
|
Accounts payable and accrued expenses related to trade creditors |
$ | | $ | 124 | $ | 3 | $ | 1,992 | $ | | $ | 2,119 | ||||||||||||
|
Accrued participations and residuals |
| | | 1,255 | | 1,255 | ||||||||||||||||||
|
Accrued expenses and other current liabilities |
223 | 82 | 16 | 2,371 | (9 | ) | 2,683 | |||||||||||||||||
|
Current portion of long-term debt |
550 | | | 4 | | 554 | ||||||||||||||||||
|
Total current liabilities |
773 | 206 | 19 | 5,622 | (9 | ) | 6,611 | |||||||||||||||||
|
Long-term debt, less current portion |
9,142 | 888 | | 69 | (485 | ) | 9,614 | |||||||||||||||||
|
Accrued participations, residuals and program obligations |
| | | 873 | | 873 | ||||||||||||||||||
|
Other noncurrent liabilities |
1,032 | 262 | | 2,127 | | 3,421 | ||||||||||||||||||
|
Redeemable noncontrolling interests |
| | | 184 | | 184 | ||||||||||||||||||
|
Equity: |
||||||||||||||||||||||||
|
Total NBCUniversal members equity |
29,720 | 869 | 7 | 38,394 | (39,270 | ) | 29,720 | |||||||||||||||||
|
Noncontrolling interests |
| | | 361 | | 361 | ||||||||||||||||||
|
Total equity |
29,720 | 869 | 7 | 38,755 | (39,270 | ) | 30,081 | |||||||||||||||||
|
Total liabilities and equity |
$ | 40,667 | $ | 2,225 | $ | 26 | $ | 47,630 | $ | (39,764 | ) | $ | 50,784 | |||||||||||
20
Condensed Consolidating Statement of Income
For the Three Months Ended June 30, 2012
| Successor (in millions) | Parent | Issuers |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated NBCUniversal |
||||||||||||||||||
|
Revenue |
$ | 5 | $ | 358 | $ | 39 | $ | 5,119 | $ | (17 | ) | $ | 5,504 | |||||||||||
|
Costs and Expenses: |
||||||||||||||||||||||||
|
Operating costs and expenses |
222 | 190 | 37 | 4,105 | (32 | ) | 4,522 | |||||||||||||||||
|
Depreciation |
| 33 | | 98 | | 131 | ||||||||||||||||||
|
Amortization |
| 3 | | 186 | | 189 | ||||||||||||||||||
| 222 | 226 | 37 | 4,389 | (32 | ) | 4,842 | ||||||||||||||||||
|
Operating income (loss) |
(217 | ) | 132 | 2 | 730 | 15 | 662 | |||||||||||||||||
|
Other Income (Expense): |
||||||||||||||||||||||||
|
Equity in net income of investees, net |
833 | 6 | | 59 | (839 | ) | 59 | |||||||||||||||||
|
Interest expense |
(105 | ) | (15 | ) | | 1 | 3 | (116 | ) | |||||||||||||||
|
Interest income |
3 | | | 5 | (3 | ) | 5 | |||||||||||||||||
|
Other income (expense), net |
(12 | ) | | | 8 | (15 | ) | (19 | ) | |||||||||||||||
| 719 | (9 | ) | | 73 | (854 | ) | (71 | ) | ||||||||||||||||
|
Income (loss) before income taxes |
502 | 123 | 2 | 803 | (839 | ) | 591 | |||||||||||||||||
|
Income tax (expense) benefit |
11 | | | (53 | ) | | (42 | ) | ||||||||||||||||
|
Net income (loss) |
513 | 123 | 2 | 750 | (839 | ) | 549 | |||||||||||||||||
|
Net (income) loss attributable to noncontrolling interests |
| | | (36 | ) | | (36 | ) | ||||||||||||||||
|
Net income (loss) attributable to NBCUniversal |
$ | 513 | $ | 123 | $ | 2 | $ | 714 | $ | (839 | ) | $ | 513 | |||||||||||
|
Comprehensive income attributable to NBCUniversal |
$ | 495 | $ | 123 | $ | 2 | $ | 696 | $ | (821 | ) | $ | 495 | |||||||||||
21
Condensed Consolidating Statement of Income
For the Three Months Ended June 30, 2011
| Successor (in millions) | Parent | Issuers |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated NBCUniversal |
||||||||||||||||||
|
Revenue |
$ | 1 | $ | | $ | | $ | 5,178 | $ | | $ | 5,179 | ||||||||||||
|
Costs and Expenses: |
||||||||||||||||||||||||
|
Operating costs and expenses |
197 | | | 3,981 | | 4,178 | ||||||||||||||||||
|
Depreciation |
| | | 71 | | 71 | ||||||||||||||||||
|
Amortization |
| | | 183 | | 183 | ||||||||||||||||||
| 197 | | | 4,235 | | 4,432 | |||||||||||||||||||
|
Operating income (loss) |
(196 | ) | | | 943 | | 747 | |||||||||||||||||
|
Other Income (Expense): |
||||||||||||||||||||||||
|
Equity in net income of investees, net |
928 | | | 106 | (923 | ) | 111 | |||||||||||||||||
|
Interest expense |
(99 | ) | | | 2 | | (97 | ) | ||||||||||||||||
|
Interest income |
| | | 4 | | 4 | ||||||||||||||||||
|
Other income (expense), net |
(9 | ) | | | (18 | ) | | (27 | ) | |||||||||||||||
| 820 | | | 94 | (923 | ) | (9 | ) | |||||||||||||||||
|
Income (loss) before income taxes |
624 | | | 1,037 | (923 | ) | 738 | |||||||||||||||||
|
Income tax (expense) benefit |
2 | | | (72 | ) | | (70 | ) | ||||||||||||||||
|
Net income (loss) |
626 | | | 965 | (923 | ) | 668 | |||||||||||||||||
|
Net (income) loss attributable to noncontrolling interests |
| | | (42 | ) | | (42 | ) | ||||||||||||||||
|
Net income (loss) attributable to NBCUniversal |
$ | 626 | $ | | $ | | $ | 923 | $ | (923 | ) | $ | 626 | |||||||||||
|
Comprehensive income attributable to NBCUniversal |
$ | 622 | $ | | $ | | $ | 921 | $ | (921 | ) | $ | 622 | |||||||||||
22
Condensed Consolidating Statement of Income
For the Six Months Ended June 30, 2012
| Successor (in millions) | Parent | Issuers |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated NBCUniversal |
||||||||||||||||||
|
Revenue |
$ | 11 | $ | 654 | $ | 68 | $ | 10,273 | $ | (30 | ) | $ | 10,976 | |||||||||||
|
Costs and Expenses: |
||||||||||||||||||||||||
|
Operating costs and expenses |
475 | 365 | 66 | 8,320 | (45 | ) | 9,181 | |||||||||||||||||
|
Depreciation |
| 63 | | 198 | | 261 | ||||||||||||||||||
|
Amortization |
| 6 | | 365 | | 371 | ||||||||||||||||||
| 475 | 434 | 66 | 8,883 | (45 | ) | 9,813 | ||||||||||||||||||
|
Operating income (loss) |
(464 | ) | 220 | 2 | 1,390 | 15 | 1,163 | |||||||||||||||||
|
Other Income (Expense): |
||||||||||||||||||||||||
|
Equity in net income of investees, net |
1,566 | 6 | | 132 | (1,572 | ) | 132 | |||||||||||||||||
|
Interest expense |
(208 | ) | (32 | ) | | 2 | 7 | (231 | ) | |||||||||||||||
|
Interest income |
8 | | | 10 | (7 | ) | 11 | |||||||||||||||||
|
Other income (expense), net |
(13 | ) | | | 1 | (15 | ) | (27 | ) | |||||||||||||||
| 1,353 | (26 | ) | | 145 | (1,587 | ) | (115 | ) | ||||||||||||||||
|
Income (loss) before income taxes |
889 | 194 | 2 | 1,535 | (1,572 | ) | 1,048 | |||||||||||||||||
|
Income tax (expense) benefit |
9 | | | (91 | ) | | (82 | ) | ||||||||||||||||
|
Net income (loss) |
898 | 194 | 2 | 1,444 | (1,572 | ) | 966 | |||||||||||||||||
|
Net (income) loss attributable to noncontrolling interests |
| | | (68 | ) | | (68 | ) | ||||||||||||||||
|
Net income (loss) attributable to NBCUniversal |
$ | 898 | $ | 194 | $ | 2 | $ | 1,376 | $ | (1,572 | ) | $ | 898 | |||||||||||
|
Comprehensive income attributable to NBCUniversal |
$ | 881 | $ | 194 | $ | 2 | $ | 1,358 | $ | (1,554 | ) | $ | 881 | |||||||||||
23
Condensed Consolidating Statement of Income
For the Period January 29, 2011 to June 30, 2011
| Successor (in millions) | Parent | Issuers |
Guarantor Subsidiaries |
Non- Guarantor Subsidiaries |
Elimination and Consolidation Adjustments |
Consolidated NBCUniversal |
||||||||||||||||||
|
Revenue |
$ | 2 | $ | | $ | | ||||||||||||||||||